Annual Report 2007 - The Link REIT

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64 The Link Real Estate Investment Trust Annual Report 2007 Corporate Governance Report All resolutions put to unitholders at the meeting were passed. The results of the voting by poll were published on The Link REIT’s website, the website of the Hong Kong Stock Exchange and also in local newspapers. Matters to be Decided by Unitholders by Special Resolution Pursuant to the Trust Deed, decisions with respect to certain matters require specific prior approval of unitholders by way of special resolution. Such matters include: i) disposal of any real estate properties forming part of the assets of The Link REIT within two years of acquisition of such properties; ii) disposal by the Trustee of all or any of the Manager’s shares; iii) any increase in the maximum percentage rate or change to the structure of the Trustee’s fees; iv) any modifications of the Trust Deed, save in certain circumstances specified in the Trust Deed; and v) termination or merger of The Link REIT. Under certain circumstances, unitholders may by special resolution remove the Trustee and/or the Manager. Issues of Further Units Post-listing Further issues of units of The Link REIT will need to comply with the pre-emption provisions contained in the REIT Code. Such provisions require that further issues of units befirst offered on a pro rata pre-emptive basis to existing unitholders except that units may be issued i) free of such pre-emption rights up to an aggregate maximum in any financial year of 20% of the number of units in issue at the end of the previousfinancial year; ii) as consideration for the acquisition of additional real estate; and iii) free of pre-emption rights in other circumstances provided that the approval of unitholders by way of an ordinary resolution is obtained. The Manager and The Link REIT will also observe the restrictions in the REIT Code which prevent issues of new units to connected persons unless specifically approved by unitholders. The Link REIT has not issued any new units during the year under review.
Annual Report 2007 The Link Real Estate Investment Trust 65 Corporate Governance Report Purchase, Sale or Redemption of The Link REIT’s Listed Units Neither The Manager nor any of The Link REIT’s subsidiaries had purchased, sold or redeemed any of The Link REIT’s listed units during the year. The Manager has agreed not to repurchase any unit of The Link REIT unless permitted to do so by the relevant codes and guidelines issued by the SFC from time to time. Interests in and Dealings in Securities of The Link REIT by the Directors and Senior Executives of the Manager To monitor and supervise any dealings in the securities of The Link REIT by the Directors and senior executives of the Manager and their respective associates, the Manager has adopted a code governing dealings in the securities of The Link REIT by Directors and senior executives of the Manager which contains rules on dealings by the Directors and senior executives of the Manager, and their respective associated parties, equivalent to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). Pursuant to this code, Directors and senior executives of the Manager wishing to deal in the securities of The Link REIT mustfirst have regard to provisions analogous to those set out in Parts XIII and XIV of the SFO with respect to insider dealing and market misconduct. In addition, there are occasions where Directors and senior executives of the Manager cannot deal in the securities of The Link REIT even though the requirements of the SFO, if it applied, would not be contravened. Directors or senior executives of the Manager who are aware of or privy to: i) any negotiations or agreements related to intended acquisitions or disposals which are significant transactions; or ii) any price-sensitive information, must refrain from dealing in the securities of The Link REIT as soon as they become aware of them or privy to them until proper disclosure of the information, in accordance with the REIT Code and any applicable Listing Rules, is made. Directors or senior executives of the Manager who are privy to relevant negotiations or agreements or any price-sensitive information should caution those Directors and senior executives of the Manager who are not so privy that there may be unpublished pricesensitive information and that they must not deal in The Link REIT’s securities for a similar period. During the period commencing one month immediately preceding the earlier of the date of the Board meeting for the approval of The Link REIT’s results for any period or the deadline for The Link REIT to publish an announcement of its results for any period as required under the REIT Code and ending on the date of the results announcement, a Director and senior executive must not deal in the securities of The Link REIT unless the circumstances are exceptional and a written acknowledgement and approval has been obtained according to the procedures set out in the code adopted.
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Designed and produced by : Equity F
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Annual Report 2007 - The Link REIT

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